![]() ![]() Section 16 Insiders shall be eligible to participate in the Plan. (c) The stock purchasable under the Plan shall be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the open market. (b) Subject to the provisions of Section 8(a) relating to Capitalization Adjustments, a maximum of 7,500 shares of Common Stock may be purchased by any one Participant on any one Purchase Date. Any shares of Common Stock that are approved for purchase under the Plan but are not actually purchased will again become available for issuance under the Plan. (a) Subject to the provisions of Section 8(a) relating to Capitalization Adjustments, the aggregate number of shares of Common Stock that may be issued under the Plan shall not exceed 250,000 shares of Common Stock. Shares of Common Stock Subject to the Plan. (d) All determinations, interpretations and constructions made by the Board in good faith shall not be subject to review by any person and shall be final, binding and conclusive on all persons.ģ. Unless otherwise provided by the Board, the Committee must consist solely of two (2) or more Non-Employee Directors, in accordance with Rule 16b-3. Whether or not the Board has delegated administration of the Plan to a Committee, the Board shall have the final power to determine all questions of policy and expediency that may arise in the administration of the Plan. ![]() ![]() The Board may retain the authority to concurrently administer the Plan with the Committee and may, at any time, revest in the Board some or all of the powers previously delegated. If administration is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board shall thereafter be deemed to refer to the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. (vii) Generally, to exercise such powers and to perform such acts as it deems necessary or expedient to promote the best interests of the Company and its Affiliates and to carry out the intent that the Plan be treated as a Stock Purchase Plan exempt from the requirements of NASDAQ Listing Rule 5635(c). (vi) To amend the Plan at any time as provided in Section 9. (v) To suspend or terminate the Plan at any time as provided in Section 9. (iv) To settle all controversies regarding the Plan and purchases under the Plan. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective. (iii) To construe and interpret the Plan, and to establish, amend and revoke rules and regulations for its administration. (ii) To approve each purchase of shares of Common Stock under the Plan. (i) To designate from time to time which employees, and consultants of the Company shall be eligible to participate in the Plan. (b) The Board shall have the power, subject to, and within the limitations of, the express provisions of the Plan: (a) The Board shall administer the Plan unless and until the Board delegates administration of the Plan to a Committee or Committees, as provided in Section 2(c). (c) The Plan is intended to qualify for the limited exemption from stockholder approval pursuant to NASDAQ Listing Rule 5635(c)(2), as a plan that merely provides a convenient way to purchase shares from the Company at market value. (b) The Company, by means of the Plan, seeks to retain the services of such Eligible Individuals and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Affiliates. (a) The purpose of the Plan is to provide a means by which Eligible Individuals may be given an opportunity to purchase shares of Common Stock from the Company at Fair Market Value. Adopted by the Board of Directors: December 1, 2015Īmended by the Board of Directors: January 21, 2016 ![]()
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